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Years of Experience
Date Last Verified
ProfileCounsel II The candidate will assist the Corporate Secretary for the company. Will provide legal advice on filings with the SEC, including Forms 10-K, 10-Q, 8-K and Section 16 filings. Advise on stock exchange listing standards and marketplace rules. Assist with preparation of the annual report, proxy statement and annual meeting of shareholders. Advise senior management on corporate governance applicable to public companies; federal securities law matters; and insurance holding company system requirements. Assist with meetings of the Board of Directors and the Committees of the Board, including drafting agendas, resolutions and memos on corporate governance matters. Oversee compliance with state insurance holding company statutes and regulations. Prepare and file holding company documents, reports and forms. Advise and assist with corporate transactions including mergers and acquisitions, drafting and review of contracts, formation of new entities, debt financing and matters involving state corporation law. Will report to the Corporate Secretary and Senior Counsel. Assist with the organization and direction of the company's legal activities. Assist in directing the defense of the company against suits or claims, and assist in initiating legal actions to support the company's claims against others. Provide legal counsel and guidance to officers and other personnel on corporate and operational matters involving legal problems. Prepare or review proposed contracts, leases and other formal agreements and legal instruments in order to safeguard the company's interests. Review drafts of company's insurance policies, forms and endorsements. Draft and revise insurance contracts and related documents to ensure conformity with applicable statutes, regulations, administrative orders, circulars, bulletins and other applicable legal authority. Research and interpret statutes, regulations, case law, insurance department bulletins and other applicable legal authority. Provide legal advice and guidance to various departments of the company. Provide legal research, advice and guidance on insurance claims. Review proposed and existing legislation affecting the Group and advise and consult with General Counsel, Deputy General Counsel and Senior Counsel on the position of the company with regard to such matters. Counsel and advise corporate personnel on legal issues including, those related to real and personal property, taxes, advertising, trademarks, copyright and promotion programs, contracts, personnel matters, public relations, underwriting and claims interpretation. Participate in trade associations and regulatory and legislative hearings and meetings as directed or requested. Handle legal assignments as directed or requested.
Qualification and Experience
The candidate should have a J.D. or LL.B. degree from an accredited law school. Must have 10+ years of related experience, preferably in corporate and/or insurance law. Knowledge or experience with insurance or financial industry preferred. Should be admitted to practice, and in good standing, in at least one state; if not admitted in Pennsylvania, eligible for admission by either reciprocity or examination required. This position may require the incumbent to travel on short notice and may include overnight stays. Should have experience in SEC reporting and compliance, corporate governance and/or insurance holding company systems. Prior experience with corporate transactions and the secretary function strongly preferred. Experience within the insurance, banking, or related financial services industry is also preferred.